If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.
240.13d-1(e),
240.13d-1(f)
or
240.13d-1(g),
check the following box. ☐
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (
Act
) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AXA
98-0342809
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
France
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
See Item 5
|
|
8
|
|
SHARED VOTING POWER
See Item 5
|
|
9
|
|
SOLE DISPOSITIVE POWER
See Item 5
|
|
10
|
|
SHARED DISPOSITIVE POWER
See Item 5
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,756,520 - See Item 5
(Not to be construed as an admission of
beneficial ownership)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.9% - See Item 5
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
HC, CO
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AXA Assurances I.A.R.D. Mutuelle
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
France
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
See Item 5
|
|
8
|
|
SHARED VOTING POWER
See Item 5
|
|
9
|
|
SOLE DISPOSITIVE POWER
See Item 5
|
|
10
|
|
SHARED DISPOSITIVE POWER
See Item 5
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,756,520 - See Item 5
(Not to be construed as an admission of
beneficial ownership)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.9% - See Item 5
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
IC
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AXA Assurances Vie Mutuelle
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
France
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
See Item 5
|
|
8
|
|
SHARED VOTING POWER
See Item 5
|
|
9
|
|
SOLE DISPOSITIVE POWER
See Item 5
|
|
10
|
|
SHARED DISPOSITIVE POWER
See Item 5
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,756,520 - See Item 5
(Not to be construed as an admission of
beneficial ownership)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.9% - See Item 5
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
IC
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AXA Equitable Holdings, Inc.
90-0226248
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
2,312,163 - See Items 4 and 5
|
|
8
|
|
SHARED VOTING POWER
|
|
9
|
|
SOLE DISPOSITIVE POWER
2,312,163 - See Items 4 and 5
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,756,520 - See Item 5
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.9% - See Item 5
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
HC, CO
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AXA Financial, Inc.
13-3623351
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
See Item 5
|
|
8
|
|
SHARED VOTING POWER
|
|
9
|
|
SOLE DISPOSITIVE POWER
See Item 5
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,444,356 - See Item 5
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.5% - See Item 5
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
HC, CO
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AXA Equitable Financial Services, LLC
52-2197822
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
See Item 5
|
|
8
|
|
SHARED VOTING POWER
|
|
9
|
|
SOLE DISPOSITIVE POWER
See Item 5
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,444,356 - See Item 5
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.5% - See Item 5
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
HC, OO
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AXA Equitable Life Insurance Company
13-5570651
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
New
York
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
See Item 5
|
|
8
|
|
SHARED VOTING POWER
|
|
9
|
|
SOLE DISPOSITIVE POWER
See Item 5
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,444,356 - See Item 5
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.5% - See Item 5
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
IC, CO
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
ACMC, LLC
13-2677213
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,444,356 - See Item 5
|
|
8
|
|
SHARED VOTING POWER
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,444,356 - See Item 5
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,444,356 - See Item 5
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.5% - See Item 5
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
CO
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
MONY Life Insurance Company of America
86-0222062
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Arizona
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
See Item 5
|
|
8
|
|
SHARED VOTING POWER
|
|
9
|
|
SOLE DISPOSITIVE POWER
See Item 5
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
See Item 5
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
IC, CO
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AXA-IM
HOLDING U.S. INC.
68-0461436
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
See Item 5
|
|
8
|
|
SHARED VOTING POWER
|
|
9
|
|
SOLE DISPOSITIVE POWER
See Item 5
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
See Item 5
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
HC, CO
|
This Amendment No. 24 amends the Statement on Schedule 13D (
Schedule 13D
) initially filed
on August 4, 1992 with the Securities and Exchange Commission by AXA, Midi Participations, Finaxa (which merged into AXA as of December 16, 2005), the Mutuelles AXA (as herein defined) and the Trustees of a Voting Trust (which was
dissolved on June 30, 2017), as amended by Amendment No. 1 to the Schedule 13D filed on July 29, 1993, Amendment No. 2 to the Schedule 13D filed on September 14, 1994 (
Amendment No.
2
),
Amendment No. 3 to the Schedule 13D filed on October 22, 1996, Amendment No. 4 to the Schedule 13D filed on July 11, 1997, Amendment No. 5 to the Schedule 13D filed on September 4, 1997, Amendment No. 6 to the
Schedule 13D filed on April 9, 1999, Amendment No. 7 to the Schedule 13D filed on November 4, 1999, Amendment No. 8 to the Schedule 13D filed on June 23, 2000, Amendment No. 9 to the Schedule 13D filed on
November 27, 2002, and Amendment No. 10 to the Schedule 13D filed on March 9, 2004, Amendment No. 11 to the Schedule 13D filed on December 22, 2004 (
Amendment No.
11
), Amendment
No. 12 to the Schedule 13D filed on March 7, 2007, Amendment No. 13 to the Schedule 13D filed on December 19, 2008 (
Amendment No.
13
), Amendment No. 14 to the Schedule 13D filed on
January 8, 2009, Amendment No. 15 to the Schedule 13D filed on April 1, 2009, Amendment No. 16 to the Schedule 13D filed on December 16, 2011, Amendment No. 17 to the Schedule 13D filed on September 23, 2013
(
Amendment No.
17
), Amendment No. 18 to the Schedule 13D filed on December 20, 2013, Amendment No. 19 to the Schedule 13D filed on January 5, 2016, Amendment No. 20 to the Schedule 13D
filed on May 1, 2017 (
Amendment No.
20
), Amendment No. 21 to the Schedule 13D filed on July 3, 2017, Amendment No. 22 to the Schedule 13D filed on December 13, 2017 and Amendment
No. 23 to the Schedule 13D filed on March 6, 2018, which Schedule 13D relates to units (
Units
) representing assignments of beneficial ownership of limited partnership interests of AllianceBernstein Holding L.P. (formerly
known as Alliance Capital Management Holding L.P.), a Delaware limited partnership (
AB Holding
).
ITEM
|
2. IDENTITY AND BACKGROUND
|
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as
follows.
This statement is being filed by (i) AXA, a company organized under the laws of France, (ii) AXA Assurances I.A.R.D. Mutuelle and AXA
Assurances Vie Mutuelle, two mutual insurance companies organized under the laws of France (the
Mutuelles AXA
), (iii) AXA Equitable Holdings, Inc., a Delaware corporation (
Equitable Holdings
),
(iv) AXF, a Delaware corporation, (v) AXA Equitable Financial Services, LLC (formerly known as AXA Client Solutions, LLC and AXA Equitable Financial Services, LLC), a Delaware limited liability company whose sole member is AXF
(
AXFS
), (vi) AXA Equitable, a New York stock life insurance company, which is wholly owned by AXFS, (vii) ACMC, LLC, a Delaware limited liability company (
ACMC
), (viii) MONY Life Insurance Company
of America, an Arizona stock life insurance company, which is a wholly owned subsidiary of AXFS (
MLOA
), and
(ix) AXA-IM
Holding U.S. Inc., a Delaware corporation, which is a wholly
owned subsidiary of Equitable Holdings (
AXA-IM
Holding
). AXA, the Mutuelles AXA, Equitable Holdings, AXF, AXFS, AXA Equitable, ACMC, MLOA, and
AXA-IM
Holding are hereinafter collectively referred to as the
Reporting Persons
.
AXA
. AXA is a holding company for an international
group of insurance and related financial service companies, including each of the Reporting Persons. The address of AXAs principal business and office is 25, avenue Matignon, 75008 Paris, France. As of December 31, 2017, the Mutuelles
AXA, directly beneficially owned 14.13% of AXAs ordinary shares (representing 23.97% of the voting power). In addition, as of December 31, 2016, 0.02% of the ordinary shares of AXA without the power to vote were owned by certain
subsidiaries of AXA.
The Mutuelles AXA
. The Mutuelles AXA are AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle. AXA Courtage
Assurance Mutuelle was merged into AXA Assurances I.A.R.D Mutuelle as of December 31, 2006. Each of the Mutuelles AXA is a mutual insurance company organized under the laws of France. The address of each of the Mutuelles AXAs principal
place of business and office is 313 Terrasses de lArche, 92727 Naterre Cedex, France.
Equitable Holdings and Subsidiaries
. Equitable
Holdings is a holding company for a group of insurance and related financial service companies, including AXF and its subsidiaries. The address of Equitable Holdingss principal place of business and office is 1290 Avenue of the Americas, New
York, New York 10104.
AXF and Subsidiaries
. AXF is a holding company. As of December 31, 2016, 100% of the outstanding shares of common stock
of AXF were beneficially owned indirectly by AXA. AXF and its subsidiaries (including AXA Equitable and MLOA, each an indirect wholly owned subsidiary) provide diversified financial services to a broad spectrum of financial advisory, insurance and
investment management customers. AXFS, whose sole member is AXF, wholly owns (i) AXA Equitable, which in turn wholly owns ACMC, and (ii) MLOA. ACMC, AXFS and AXF are holding companies. The address of the principal place of business and
office of AXF, AXFS, AXA Equitable and ACMC is 1290 Avenue of the Americas, New York, New York 10104 and of MLOA is 525 Washington Boulevard, Jersey City, New Jersey 07310.
AXA-IM
Holding
.
AXA-IM
Holding is a holding company for a group of
asset management companies. The address of
AXA-IM
Holdings principal place of business and office is 100 West Putnam Avenue, Greenwich, Connecticut 06830.
The (i) name, (ii) residence or business address, (iii) present principal occupation or employment and the name, principal place of business
and address of any corporation or other organization in which such employment is conducted and (iv) citizenship of each of the executive officers and directors of each of the Reporting Persons are set forth on Exhibit 8 hereto. None of the
Reporting Persons nor, to the knowledge of any Reporting Person, any natural person named in Exhibit 8 hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such Reporting Person or person was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
ITEM
|
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
Item 3 of the Schedule 13D is hereby amended by inserting
the following paragraph at the end thereof.
Equitable Holdings will use available cash to purchase the AB Capital Units described in Item 4 below.
ITEM
|
4. PURPOSE OF TRANSACTION
|
Item 4 of the Schedule 13D is hereby amended by inserting the following
paragraphs at the end thereof.
Restructuring Transactions
On April 23, 2018, Equitable Holdings entered into a Purchase Agreement (the
Purchase Agreement
) with Coliseum Reinsurance Company
(
Coliseum
) relating to the purchase and sale of all of the AB Capital Units owned by Coliseum. Pursuant to the Purchase Agreement, Equitable Holdings purchased from Coliseum 8,160,000 AB Capital Units owned by Coliseum at a
purchase price of $26.54 per AB Capital Unit.
On April 23, 2018, Equitable Holdings entered into a Stock Purchase Agreement (the
Stock
Purchase Agreement
) with AXA Investment Managers S.A. (
AXA IM S.A.
) relating to the purchase and sale of all of the issued and outstanding shares of common stock of
AXA-IM
Holding
(the
Shares
). As a result of the transactions contemplated by the Stock Purchase Agreement, Equitable Holdings indirectly beneficially owns the 41,934,582 AB Capital Units owned
AXA-IM
Holdings.
ITEM
|
5. INTEREST IN SECURITIES OF THE ISSUER
|
Items 5(a), (b) and (c) are hereby amended and restated in their
entirety as set forth below.
(a) & (b) At the close of business on April 23, 2018 and immediately following the transactions described in Item 4
above, Equitable Holdings beneficially owned directly 2,312,163 Units representing approximately 2.5% of the Units outstanding and 8,160,000 AB Capital Units representing approximately 3.1% of the AB Capital Units outstanding; AXF did not
beneficially own directly any Units and beneficially owned directly 43,032,758 AB Capital Units representing approximately 16.2% of the AB Capital Units outstanding; AXA Equitable did not beneficially own directly any Units or AB Capital Units; ACMC
beneficially owned directly 1,444,356 Units representing approximately 1.5% of the Units outstanding and 74,406,933 AB Capital Units representing approximately 28.0% of the AB Capital Units outstanding; MLOA did not beneficially own directly any
Units and beneficially owned directly 2,587,472 AB Capital Units representing approximately 1.0% of the AB Capital Units outstanding; and
AXA-IM
Holding did not beneficially own directly any Units and
beneficially owned directly 41,934,582 AB Capital Units representing approximately 15.8% of the AB Capital Units outstanding. Equitable Holdings, ACMC, AXF, MLOA and
AXA-IM
Holding have the sole power to vote
or direct the vote and the sole power to dispose or direct the disposition of each of their respective directly owned Units and AB Capital Units. By reason of its ownership interest in AXF, AXFS, ACMC, AXA Equitable, MLOA and
AXA-IM
Holding, Equitable Holdings may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to the 1,444,356 Units owned directly by ACMC which, together with the 2,312,163
Units owned directly by Equitable Holdings, represent approximately 3.9% of the Units outstanding, and the 74,406,933 AB Capital Units owned directly by ACMC, the 43,032,758 AB Capital Units owned directly by AXF, the 41,934,582 AB Capital Units
owned directly by
AXA-IM
Holding and the 2,587,472 AB Capital Units owned directly by MLOA, which, together with the 8,160,000 AB Capital Units owned directly by Equitable Holdings, represent approximately
63.3% of the AB Capital Units outstanding. By reason of its ownership interest in AXFS, ACMC and MLOA, AXF may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to the 1,444,356 Units owned directly by
ACMC representing approximately 1.5% of the Units outstanding, and the 74,406,933 AB Capital Units owned directly by ACMC and the 2,587,472 AB Capital Units owned directly by MLOA, which, together with the 43,032,758 AB Capital Units owned directly
by AXF, represent approximately 45.2% of the AB Capital Units outstanding. By reason of its ownership interest in ACMC, AXA Equitable may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the
1,444,356 Units owned directly by ACMC representing approximately 1.5% of the Units outstanding, and the 74,406,933 AB Capital Units owned directly by ACMC representing 28.0% of the AB Capital Units outstanding. By reason of its ownership interest
in ACMC, AXA Equitable and MLOA, AXFS may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 1,444,356 Units owned directly by ACMC representing approximately 1.5% of the Units outstanding, and
the 74,406,933 AB Capital Units owned directly by ACMC, and the 2,587,472 AB Capital Units owned directly by MLOA which collectively represent approximately 29.0% of the AB Capital Units outstanding.
(This excludes Units acquired by the Reporting Persons and their affiliates solely for investment purposes on
behalf of client discretionary accounts.)
AXA, by reason of its indirect ownership of 100% of the outstanding shares of common stock of Equitable
Holdings, may be deemed to beneficially own all of the Units and AB Capital Units owned directly and indirectly by Equitable Holdings. In addition, the Mutuelles AXA, as a group, may be deemed to be beneficial owners of such Units and AB Capital
Units. Each of AXA and the Mutuelles AXA expressly declares that the filing of this Schedule 13D shall not be construed as an admission that it is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial
owner of such Units or AB Capital Units.
Other than as described in Item 4 above, none of the Reporting Persons owns any Units or AB Capital Units or
options or other rights to acquire Units or AB Capital Units presently or within 60 days.
To the knowledge of the Reporting Persons, none of the
directors and executive officers of the Reporting Persons listed in Exhibit 8 hereto own any Units or AB Capital Units or options or other rights to acquire Units or AB Capital Units presently or within 60 days.
(c) Other than as described in Item 4 above, during the 60 days preceding the filing of this Amendment, no transactions in Units or AB Capital Units were made
by the Reporting Persons, or, to the knowledge of the Reporting Persons, any natural person named in Exhibit 8 hereto.
ITEM
|
7. MATERIAL TO BE FILED AS EXHIBITS
|
|
|
|
|
|
Exhibit 1
|
|
Filing Agreement with respect to the Schedule 13D among the Reporting Persons (incorporated by reference to Exhibit 17 to the Schedule 13D filed on August 4, 1992)
|
|
|
Exhibit 2
|
|
Power of Attorney with respect to AXA (incorporated by reference to Exhibit 13 filed with Amendment No. 19 to the Schedule 13D filed on January 5, 2016)
|
|
|
Exhibit 3
|
|
Power of Attorney with respect to AXA Assurances I.A.R.D. Mutuelle (incorporated by reference to Exhibit 14 filed with Amendment No. 19 to the Schedule 13D filed on January 5, 2016)
|
|
|
Exhibit 4
|
|
Power of Attorney with respect to AXA Assurances VIE Mutuelle (incorporated by reference to Exhibit 15 filed with Amendment No. 19 to the Schedule 13D filed on January 5, 2016)
|
|
|
Exhibit 5
|
|
Power of Attorney with respect to AXA Equitable Holdings, Inc. (incorporated by reference to Exhibit 16 filed with Amendment No. 19 to the Schedule 13D filed on January 5, 2016)
|
|
|
Exhibit 6
|
|
Power of Attorney with respect to
AXA-IM
Holding U.S. Inc. (incorporated by reference to Exhibit 24 filed with Amendment No. 19 to the Schedule 13D filed on January 5,
2016)
|
|
|
Exhibit 7
|
|
Unit Purchase Agreement between Peter S. Kraus and AXA Equitable Holdings, Inc. (incorporated by reference to Exhibit 10.4 to AllianceBernstein Holding L.P.s Current Report on Form
8-K
filed on May 1, 2017)
|
|
|
Exhibit 8
|
|
Information with respect to the Executive Officers and Directors of AXA Equitable Holdings, Inc.
|
|
|
Exhibit 9
|
|
Purchase Agreement, dated as of April 23, 2018, by and between AXA Equitable Holdings, Inc. and Coliseum Reinsurance Company
|
|
|
Exhibit 10
|
|
Stock Purchase Agreement, dated as of April 23, 2018, by and between AXA Investment Managers S.A. and AXA Equitable Holdings, Inc.
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 24, 2018
|
|
|
AXA
|
|
AXA ASSURANCES I.A.R.D. MUTUELLE
|
|
AXA ASSURANCES VIE MUTUELLE
|
|
AXA-IM
HOLDING U.S. INC.
|
|
|
By:
|
|
/s/ Anders Malmström
|
|
|
Name: Anders Malmström
|
|
|
Title:
Attorney-in-Fact
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: April 24, 2018
|
|
|
AXA EQUITABLE HOLDINGS, INC.
|
By:
|
|
/s/ Anders Malmström
|
|
|
Name: Anders Malmström
|
|
|
Title: Senior Executive Vice President
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: April 24, 2018
|
|
|
AXA FINANCIAL, INC.
|
By:
|
|
/s/ Anders Malmström
|
|
|
Name: Anders Malmström
|
|
|
Title: Senior Executive Vice President and Chief Financial Officer
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: April 24, 2018
|
|
|
AXA EQUITABLE FINANCIAL SERVICES, LLC
|
By:
|
|
/s/ Anders Malmström
|
|
|
Name: Anders Malmström
|
|
|
Title: Senior Executive Director and Chief Financial Officer
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: April 24, 2018
|
|
|
AXA EQUITABLE LIFE INSURANCE COMPANY
|
By:
|
|
/s/ Anders Malmström
|
|
|
Name: Anders Malmström
|
|
|
Title: Senior Executive Director and Chief Financial Officer
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: April 24, 2018
|
|
|
ACMC, LLC
|
By:
|
|
/s/ Anders Malmström
|
|
|
Name: Anders Malmström
|
|
|
Title: Chairman, President and Chief Executive Officer
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: April 24, 2018
|
|
|
MONY LIFE INSURANCE COMPANY OF AMERICA
|
By
|
|
/s/ Anders Malmström
|
|
|
Name: Anders Malmström
|
|
|
Title: Senior Executive Vice President and Chief Financial Officer
|